GUARANTEED SENIOR SECURED NOTES PROGRAMME issued by GOLDMAN SACHS INTERNATIONAL

Transcription

1 EXECUTION VERSION GUARANTEED SENIOR SECURED NOTES PROGRAMME issued by GOLDMAN SACHS INTERNATIONAL in respect of which the payment and delivery obligations are guaranteed by THE GOLDMAN SACHS GROUP, INC. PRICING SUPPLEMENT DATED MAY 30, 2014 SERIES SENIOR SECURED FLOATING RATE NOTES, DUE JUNE 1, 2015 (the SERIES ) ISIN: XS Common Code: This document constitutes the Pricing Supplement of the above Series of Notes (the Secured Notes ) for the purposes of Article 5(4) of Directive 2003/71/EC and must be read in conjunction with the Base Listing Particulars dated October 22, 2013, as supplemented from time to time, and in particular, the Base Terms and Conditions of the Secured Notes, as set out therein. Full information on the Issuer, The Goldman Sachs Group, Inc. (the Guarantor ), and the terms and conditions of the Secured Notes, is only available on the basis of the combination of this Pricing Supplement and the Base Listing Particulars. The Base Listing Particulars have been published in accordance with Article 14 of Directive 2003/71/EC at and is available for viewing during normal business hours at the registered office of the Issuer, and copies may be obtained from the specified office of the listing agent in Ireland. The Issuer accepts responsibility for the information contained in this Pricing Supplement. To the best of the knowledge and belief of the Issuer and the Guarantor (which have taken all reasonable care to ensure that such is the case) the information contained in the Base Listing Particulars, as completed by this Pricing Supplement in relation to the Series of Secured Notes referred to above, is true and accurate in all material respects and, in the context of the issue of this Series, there are no other material facts the omission of which would make any statement in such information misleading. Unless terms are defined herein, capitalized terms shall have the meanings given to them in the Base Listing Particulars. The Pricing Supplement of the Secured Notes comprise the following: Issuer: Guarantor: Goldman Sachs International. The Goldman Sachs Group, Inc. Series Number: Note Currency: Euro (EUR). Principal Amount: EUR 60,000,000. Issue Price: EUR 60,000,000.

2 Denominations: The Secured Notes shall be issuable in minimum denominations of EUR 500,000 and integral multiples of EUR 500,000 in excess thereof. Issue Date: May 30, 2014 Maturity Date: Collateral: 100 per cent. of the Principal Amount of the Secured Notes shall be payable on June 1, 2015 and if such date is not a Global Business Day (as defined below) then on the succeeding day that is a Global Business Day. For the avoidance of doubt, the Principal Amount of the Secured Notes is fixed and payment of such Principal Amount on the Maturity Date is not subject to any condition under the terms of the Secured Notes, including the performance of the Collateral. Other Information Details of Collateral below identifies the profile of Eligible Securities and the relevant Eligible Custody Agreement, the Trustee Custody Account Agreement, and the related Securities Account and Trustee Custody Account to be established with respect to the Secured Notes on or prior to the Issue Date in which funds and/or property allocable to the collateral may be credited. INTEREST PROVISIONS Interest Rate: Defaulted Interest: The Secured Notes shall bear interest at a rate per annum equal to the Reference Rate for such Interest Period plus per cent. Defaulted Interest will accrue on Overdue Instalments (as defined below) provided that the default has been continuing for two Global Business Days, for the period from and including the date of such default, to but excluding the date of actual payment at a rate which is equal to 2.00 per cent. per annum plus the then applicable Interest Rate. Defaulted Interest with respect to any Overdue Instalment will continue to accrue so long as such Overdue Instalment remains outstanding and will be due and payable on the 30 th day following the payment of such Overdue Instalment by the Issuer or Guarantor, or, if any such date is not a Global Business Day, on the first succeeding day that is a Global Business Day. Interest Amount Payable: Interest due on any Interest Payment Date will be an amount equal to the product of (a) the 2

3 Interest Commencement Date: May 30, principal amount of the Secured Notes outstanding on the first day of the Interest Period, (b) the Day Count Fraction, and (c) the Interest Rate. Interest due will be rounded up to the nearest whole cent. Interest Period: Interest Payment Dates: Calculation Agent: The period from and including the Interest Commencement Date for the Secured Notes to but excluding the first Interest Payment Date for the Secured Notes, and each successive period from and including the first day following the end of the preceding Interest Period to but excluding the following Interest Payment Date until the principal of the Secured Notes is paid or made available for payment. Interest Period is adjusted. Interest will be payable (a) quarterly in arrear on the 1 st day of the month, commencing on September 1, 2014 and (b) on the Maturity Date, (to the extent of any accrued and unpaid interest due in respect of the Interest Period ending on the Maturity Date), or, if any such date is not a Global Business Day, on the first succeeding day that is a Global Business Day. Goldman Sachs International. Day Count Fraction: Actual / 360. Reference Rate: Relevant Screen Page: Specified Currency: Regular Record Dates: 3 month EUR-EURIBOR-REUTERS. Reuters Screen EURIBOR01. EUR. The date on which the Noteholders of the Secured Notes who are entitled to receive a payment in respect of principal or interest, as the case may be, at the next Interest Payment Date, Maturity Date, Redemption Date or other payment date, as applicable, are determined will be (i) in the case of payments of interest, at the close of the Clearing System Business Date immediately prior to the applicable Interest Payment Date, and (ii) in the case of payments of principal, at the close of the Clearing System Business Date immediately prior to the Maturity Date, Redemption Date or other payment date on which such principal is to be paid, where Clearing System Business Date means Monday to Friday inclusive except 25 December and 1 January. 3

4 Global Business Day: Overdue Instalment: Global Business Day means a day on which TARGET (the Trans-European Automated Real-time Gross settlement Express Transfer system) is open, other than a Saturday, Sunday, or other day on which commercial banking institutions are authorised or required by law to close in London. The amount by which the Issuer shall at any time default on the payment of interest payable in respect of the Secured Notes. REDEMPTION PROVISIONS Redemption/Payment Basis: Call Option: (i) Optional Redemption Date(s) (Call): (ii) Optional Redemption Amount(s) (Call) of each Secured Note and method, if any, of calculation of such amount(s): Put Option: Form of Secured Notes: Redemption at par. Applicable. Any date within the period of 35 days preceding the Maturity Date. The Issuer may at its option redeem the Secured Notes in whole, or from time to time, in part, at a redemption price equal to the sum of (a) 100 per cent. of the Principal Amount so redeemed and (b) any accrued and unpaid interest on the Principal Amount so redeemed to but excluding the relevant Optional Redemption Date. Not Applicable. Permanent Registered Notes. OTHER INFORMATION LISTING AND ADMISSION TO TRADING: Application will be made to the Irish Stock Exchange for the Secured Notes to be admitted to the Official List and to trading on the GEM on or about May 30, The GEM is not a regulated market for the purposes of Directive 2004/39/EC. EUROSYSTEM ELIGIBILITY Yes. Secured Notes are issued under the NSS and are intended to be held in a manner that would allow eligibility as collateral for Eurosystem intra-day credit and monetary 4

5 policy operations. DETAILS OF COLLATERAL Trustee Custody Account: Account Details: The Trustee Custody Account opened for the account of the Trustee, in connection solely with the Secured Notes of Series , pursuant to a Trustee Custody Account Agreement, dated as of May 30, 2014, entered into between The Bank of New York Mellon, as securities intermediary, and The Bank of New York Mellon, acting through its London Branch, as Trustee. The Issuer shall provide a copy of the Trustee Custody Account Agreement to the Noteholders of the Secured Notes of such Series, upon their written or oral request. The following accounts will be established with respect to the Secured Notes of Series : (i) The Securities Account maintained at The Bank of New York Mellon, in its capacity as Eligible Custodian, pursuant to a Triparty Account Control Agreement, dated as of May 30, 2014, entered into between the Issuer, the Trustee and the Eligible Custodian in connection solely with the Secured Notes of Series , with account no W (the Eligible Custody Agreement ). (ii) The Trustee Custody Account maintained at The Bank of New York Mellon, in its capacity as securities intermediary on behalf of the Trustee, pursuant to the Trustee Custody Account Agreement, with account no

6 Eligible Securities as Collateral General Terms Tax Related Italian bonds (including Supranational bonds issued in Italy IT ISIN) will be accepted as collateral upon receipt of the adequate Tax documents from both parties. Portuguese fixed income securities (including Supranational bonds issued in Portugal PT ISIN) will only be accepted as collateral upon receipt of the adequate Tax documents from both parties and if held in Euroclear. JGBs will be eligible as collateral only if tax documentation acceptable to BNYM has been received from both parties. Ratings Where the respective long term security ratings of Moody's and S&P and Fitch are not equivalent to each other, reference will be made to the lowest of the three. Where the respective long term issuer ratings of Moody's and S&P and Fitch are not equivalent to each other, reference will be made to the lowest of the three. Mutual Funds With respect to Freely Transferable Mutual Funds, BNYM shall not be liable for determining if each Mutual Fund is "Freely Transferable", but shall rely solely upon the chargor to make such determination. Each delivery of securities by the chargor to BNYM will constitute the chargor s certification that the Mutual Funds are "Freely Transferable" as set forth in this schedule. GS Affiliate Issuances Collateral may not consist of Securities issued by the following Bloomberg ultimate parent company id(s): ID_BB_ULTIMATE_PARENT_CO_NAME ID_BB_ULTIMATE_PARENT_CO Goldman Sachs Group Inc/The Eligible Fixed Income: Corporate bonds, Pfandbrief and jumbo Pfandbrief, stripped and unstripped national bonds, stripped and unstripped government agency bonds, municipal assets, commercial paper, certificates of deposit, collateralized mortgage obligations, mortgage backed securities and asset backed securities issued by issuers with the following countries of incorporation: Australia Cayman Islands Greece Japan Norway Spain Austria Denmark Guernsey Korea, South Portugal Sweden Belgium Finland Hong Kong Luxembourg Russia Switzerland Bermuda France Ireland Netherlands Singapore United Kingdom Canada Germany Italy New Zealand South Africa United States The margin percentage for stripped and unstripped national bonds and stripped and unstripped government agency bonds shall be the margin percentage indicated below for the long term security rating for the relevant eligible fixed income security or, if no such rating exists, the long term issuer rating for the issuer of such security. Credit quality Moody s assessments S&P s assessments Fitch s assessments Margin 1 Aaa to Baa3 AAA to BBB- AAA to BBB- 102% 2 Ba1 and below, including unrated BB+ and below, including unrated BB+ and below, including unrated 105% 6

7 The margin percentage for any eligible fixed income (except commercial paper and certificates of deposit and stripped and unstripped national bonds and stripped and unstripped government agency bonds) shall be the margin percentage indicated below for the long term security rating for the relevant eligible fixed income security or, if no such rating exists, the long term issuer rating for the issuer of such security. Credit quality Moody s assessments S&P s assessments Fitch s assessments Margin 1 Aaa to Aa3 AAA to AA- AAA to AA- 105% 2 A1 to A3 A+ to A- A+ to A- 105% 3 Baa1 to Baa3 BBB+ to BBB- BBB+ to BBB- 107% 4 Ba1 to Ba3 BB+ to BB- BB+ to BB- 110% 5 B1 to B3 B+ to B- B+ to B- 115% 6 Caa1 and below, including unrated CCC+ and below, including unrated CCC+ and below, including unrated 115% All commercial paper (CP) and certificates of deposit ( CDs ) to have a margin of 105%. Note that in the case of CP, security ratings assigned by rating agencies to CP programmes apply to all commercial paper drawn under those programmes. Eligible Cash as Collateral Margin 100% USD, EUR, GBP, JPY and CHF 7

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